Oklahoma LLC Operating Agreement

Use the builder above to fill in the Oklahoma form online. You can also download the PDF, Word, or OpenDocument file, complete it by hand, and sign it.

Oklahoma LLC Laws and Definition

Oklahoma law provides for an operating agreement to govern a limited liability company's internal affairs. Under Okla. Stat. tit. 18, § 2012.2, the operating agreement of the company governs generally four things, listed below.^[1]

• The relations among the members as members, and between the members and the company.
• The rights and duties of a person in the capacity of manager under the Oklahoma Limited Liability Company Act.
• The activities of the company and the conduct of those activities.
• The means and conditions for amending the operating agreement.

The agreement has one limit, in the statute's own words.

The operating agreement may not vary the rights, privileges, duties and obligations imposed specifically under the Oklahoma Limited Liability Company Act.

Oklahoma law, not the operating agreement, shields the owners. Under Okla. Stat. tit. 18, § 2022, a person who is a member or manager of a limited liability company is not liable for the company's obligations solely by reason of being a member or manager.^[1]

Who Is Bound by an Oklahoma Operating Agreement

A limited liability company is bound by its operating agreement even if the company itself never signs it. A member or a manager is bound by the agreement even if that person never signs it. So is an assignee of a capital interest (someone who has taken over a member's interest).^[1]

The obligations of the company and its members to an assignee or a dissociated member (a member who has left the company) are governed by the operating agreement.^[1]

Subject only to any court order to effectuate a charging order, an amendment made after a person becomes an assignee or dissociated member is effective. It reaches any debt, obligation, or other liability of the company or its members to that person.^[1]

Single-Member LLC Operating Agreement in Oklahoma

An operating agreement of a limited liability company having only one member is not unenforceable because there is only one person who is a party to the operating agreement.^[1] In plain words, a company with a single member can still have an operating agreement. Our free Oklahoma form is built for that case.

If your LLC will have two or more members, use our multi-member form instead.

What Our Oklahoma Form Covers

Our free Oklahoma form has 15 pages. It is a single-member LLC operating agreement for a company run by one or more managers. It has 31 numbered sections and three schedules. The list below shows what the main sections cover, so you can see what the document does before you fill it in.

• Company details: the name, the principal business office, and the registered agent (Sections 1 to 3).
• The Member and the purpose of the company (Sections 4 and 6).
• Management structure: a Board of one or more Managers, plus optional Officers (Sections 8 and 9).
• Money: what the Member puts in, how profits and losses are shared, and distributions (Sections 11 to 14).
• Fiscal year, books, and records (Section 15).
• Limited liability, exculpation, and indemnification (Sections 10 and 17).
• Resignation, new members, and dissolution (Sections 19 to 21).
• Amendments, effectiveness, and disregarded entity status for federal tax (Sections 27, 30, and 31).

How to Fill Out Our Oklahoma Operating Agreement Form

Our Oklahoma form is the single-member type of operating agreement for a manager-managed LLC. Fill it in with the builder above, or download the PDF and complete it with the PDF editor or by hand. Work through the parts below in the order they appear on the form. Each step names the part of the form and says what goes in it.

1. Opening paragraph. Enter the LLC name in the title line and in the paragraph below it. Add the state, the date, and the name of the Member who signs the agreement. The form prints the year 2021, so check it against your signing date.
2. Articles of Organization and the Act. Enter the state and the date the Articles of Organization were filed with the Secretary of State. Then name the LLC statute that the form calls the Act.
3. Sections 1 to 3. Repeat the company name in Section 1. Write the principal business office address in Section 2. Enter the registered agent's name and address in Section 3.
4. Section 6, Purposes. Select one box. Either describe the company's business in the blank or select All matters permitted by applicable law.
5. Section 8, Managers. Enter the initial number of Managers in Section 8(a). The Managers' names go on Schedule B.
6. Section 8(g), Compensation of Managers. Select one box. Managers may be paid expenses for attending meetings, or there is no compensation or expense reimbursement. The choices run onto page 4.
7. Section 9, Officers. Select whether the Company has no Officers or has Officers. If you choose Officers, describe each Officer's role where the form asks.
8. Section 15, Fiscal Year. Enter the date the fiscal year starts and the date it ends.
9. Section 30, Effectiveness. Enter the date the entity was formed. It matches the Articles filing date you entered on page 1.
10. Signature block. The Member signs on the By line, then prints the name and title below it. Sign only after every blank above is filled in. The form has no notary or witness lines.
11. Schedule A, Definitions. Enter the date the entity was formed in the Articles of Organization definition. Leave the other definitions as printed.
12. Schedule B, Member, Managers and Officers. Enter the Member's name and address, for example Anna Baker. Then list the initial Managers and, if Section 9 has Officers, the initial Officers. The form has six lines for each.
13. Schedule C, Initial capital contribution. Describe what the Member contributed to the company on the Insert Description line.

The LLC operating agreement template page lists forms for other states.

You may need other documents too. See our non-compete agreement, power of attorney forms, and notary acknowledgement for Oklahoma.

Under Okla. Stat. tit. 18, § 2008, the company name must contain "limited liability company" or "limited company" or an abbreviation such as LLC, LC, L.L.C. or L.C., and it may not be the same as or indistinguishable from names on the records of the Secretary of State. Under § 2010, the LLC must continuously maintain a registered office and a registered agent for service of process, which may be the LLC itself, an individual Oklahoma resident, or a domestic or qualified foreign corporation, LLC or limited partnership.^[1]

Frequently Asked Questions

These are general answers about Oklahoma's LLC statute. Each one cites the section behind it. They do not replace advice about your own company, so ask an Oklahoma attorney if you are unsure.

Can I write my own operating agreement for my LLC?

Oklahoma law provides for an operating agreement to govern the company's internal affairs, including the members' relations and how the agreement is amended.^[1] Our free form is one way to put those terms in writing.

Can a one-member LLC have an operating agreement?

Yes. An operating agreement of a company with only one member is not unenforceable because only one person is a party to it.^[1] Our free Oklahoma form is made for that case.

Can an operating agreement override Oklahoma LLC law?

Not entirely. An operating agreement may not vary the rights, privileges, duties and obligations imposed specifically under the Oklahoma Limited Liability Company Act. Within that limit, the agreement governs the members' relations and the company's activities.^[1]

Other Oklahoma Forms
We offer a variety of printable Oklahoma forms to anyone looking for convenience when handling various paperwork.

Oklahoma Last Will Oklahoma Living Will Oklahoma Small Estate Affidavit Oklahoma Bill of Sale Oklahoma Power of Attorney Oklahoma Rental Lease Agreement Oklahoma Eviction Notice Oklahoma Non-compete Agreement Oklahoma Prenuptial Agreement

General information, not legal or tax advice.

Sources

1. Okla. Stat. tit. 18, § 2012.2.

Jennifer M. Settles

Author & Attorney

With over 25 years of experience as a business and transactional attorney, Jennifer has mastered the craft of closing highly successful deals for her clients. Through her wide-ranging expertise in commercial contracts, real estate transactions, M&A and corporate law, Jennifer secures results that are second-to-none.